0001144204-06-048522 Sample Contracts

CONVERTIBLE NOTE MODIFICATION AGREEMENT
Convertible Note Modification Agreement • November 16th, 2006 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip

THIS CONVERTIBLE NOTE MODIFICATION AGREEMENT (the “Modification Agreement”) is made as of this ___ day of January , 2006 by and among Aero Grow International, Inc., a Nevada corporation (the “Company”) and each of the investors identified on the signature page to this Agreement (the “Investors” and individually an “Investor”).

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WAIVER AND AMENDMENT #1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 16th, 2006 • AeroGrow International, Inc. • Lawn & garden tractors & home lawn & gardens equip • Delaware

THIS AMENDMENT #1 (this “Amendment”) to the Agreement and Plan of Merger by and between Wentworth I, Inc. (“Wentworth”) and AeroGrow International, Inc. (“AeroGrow”) dated as of January 12, 2006 (the “Merger Agreement”) is entered into as of this 31 day of October, 2006 by and between AeroGrow, acting on its behalf and as successor to Wentworth, and Keating Reverse Merger Fund, LLC (“KRM Fund”).

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